What is a company raising capital via crowdfunding prohibited from doing?

If you raise capital via equity crowdfunding:

You and your related parties cannot have more than one CSF offer open at the same time.

You and your related parties cannot arrange for any financial assistance to retail investors to
invest in your company.

Advertising without include a CSF risk warning.

Engaging in misleading or deceptive conduct. Advertising, and statements or information
published on Billfolda’s platform or on the communication facility, must not be misleading or
deceptive.

Your company must not give personal or general financial advice to investors in relation to
shares in your company.

You must not offer shares in the course of, or because of, an unsolicited meeting or telephone
call.

You must not make a CSF offer for a company that has not been formed or does not exist.

You must notify the CSF intermediary if you become aware that your CSF offer document is
defective.

You must not offer shares if the CSF offer document is defective.

For more information refer to Regulatory Guide 261.

What are some of the regulatory obligations of public companies under the Corporations Act?

Public companies are required to:

Hold an AGM every year.

Appoint an auditor to conduct an annual audit of financial statements

Lodge audited annual financial reports with ASIC

Distribute copies of the annual reports within four months of the end of the financial
year

Appoint at least three directors and at least one company secretary.

Lodge a copy of the constitution with ASIC and notify ASIC of changes to the constitution.

Obtain shareholder approval before giving financial benefits to related parties (which includes
directors and their spouses, children or parents).

Your company’s directors cannot be removed by other directors but are subject to removal by the
company’s shareholders. Your company’s directors cannot be present or vote on matters where there is
a material personal interest being considered at a directors’ meeting.

Comply with statutory Directors Duties under the Corporations Act.

What information do I need to include in the Offer Document?

ASIC has provided a template to assist companies prepare an Offer Document. It is not compulsory to use the ASIC’s template though it is best practice to apply its principals and ensure all the minimum prescribed information is included.

The Offer Document should include the following as a minimum:

Information required by the Corporations Act and Corporations Regulations.

Be worded and presented in a ‘clear, concise and effective’ manner.

Not be misleading or deceptive.

Include a table of contents with specific sections and headings (prescribed by law).

Include a general risk warning about crowd-sourced funding (wording prescribed by law).

Include information about your company.

Include information about the offer.

Include information about investor rights.

For more information refer to Regulatory Guide 261.

Who are some of the service providers I might need to appoint?

You may need consider appointing:

A lawyer to review and give legal sign off on your Offer Document

A registry service provider to maintain your register of shareholders

An accountant to prepare your financial statements

An auditor if you wish to have your financial statements audited, or are required to by law

A marketing/ PR firm to manage marketing and investor communication

A videographer to create an offer video

What are the fees that Billfold charges?

Please contact us to discuss fees. As a rough guide we charge approximately 6% of the capital raised, on a success basis.

Add basic details

To apply for exemption, we would need some basic information for our system to remember you. Once you submit the request, we will get back to you as soon as we can.
If you are already a member of Billfolda, Please login and afterwards proceed to exemption request.